EX-5.1 3 tm266811d1_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

 

LUSE GORMAN, PC 

ATTORNEYS AT LAW 

5335 WISCONSIN AVENUE, N.W., SUITE 780 

WASHINGTON, D.C. 20015

 

 

 

TELEPHONE (202) 274-2000 

FACSIMILE (202) 362-2902 

www.luselaw.com

 

February 19, 2026

 

Board of Directors 

Energy Services of America Corporation 

75 West 3rd Ave. 

Huntington, West Virginia 25701

 

  Re: Registration Statement on Form S-3

 

Ladies and Gentlemen:

 

We are acting as special counsel to Energy Services of America Corporation, a Delaware corporation (the “Company”), in connection with its Registration Statement on Form S-3 (File No. 333-280025) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the proposed public offering of 2,001,000 shares of common stock, par value $0.0001 per share, of the Company, which includes 261,000 shares subject to the Underwriter’s  over-allotment option (collectively, the “Shares”), pursuant to the Underwriting Agreement, dated February 18, 2026, by and between the Company and Lake Street Capital Markets, LLC (the “Underwriting Agreement”). This opinion letter is furnished to you at your request to enable the Company to fulfill the requirements of Item 16 to Form S-3 and Item 601(b)(5) of Regulation S-K, 17 C.F.R. § 229.601(b)(5), in connection with the Registration Statement.

 

In rendering this opinion letter, we have reviewed copies of: (1) the Underwriting Agreement; (2) the Registration Statement; (3) the base prospectus, dated June 14, 2024, which forms a part of the Registration Statement; (4) the preliminary prospectus supplement, dated February 18, 2026, in the form filed with the SEC pursuant to Rule 424(b) of the Securities Act; (5) the final prospectus supplement, dated February 18, 2026, in the form filed with the SEC pursuant to Rule 424(b) of the Securities Act; (6) the Amended and Restated Certificate of Incorporation of the Company; (7) the Bylaws of the Company; and (8) certain resolutions of the Board of Directors of the Company and the Pricing Committee. We have also reviewed such other documents and made such other investigations as we have deemed appropriate.

 

In our examination, we have assumed: (1) the genuineness of all signatures; (2) the legal capacity of all natural persons; (3) the authenticity of all documents submitted to us as original documents; (4) the conformity to original documents of all documents submitted to us as copies; (5) that the Underwriting Agreement has been duly authorized and validly executed and delivered by the parties thereto (other than the Company); and (6) the Shares will be issued and sold in compliance with applicable U.S. federal securities laws and in the manner stated in the Underwriting Agreement and the Registration Statement. As to various questions of fact material to this opinion, we have relied upon the statements contained in the Registration Statement and statements of officers of the Company, and we have made no independent investigation with regard thereto.

 

 

 

 

Board of Directors 

Energy Services of America Corporation 

February 19, 2026 

Page 2

 

Our opinion expressed herein is limited to Delaware General Corporation Law and we express no opinion with respect to any other laws, or with respect to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein.

 

Based on the foregoing and subject to the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that the Shares, when issued and sold against payment therefor as provided in the Underwriting Agreement, will be validly issued, fully paid and nonassessable.

 

This opinion has been prepared in connection with the Registration Statement. We assume no obligation to advise you of any changes in the foregoing subsequent to the date hereof.

 

We hereby consent to our firm being referenced under the caption “Legal Matters” in the base prospectus, the preliminary prospectus supplement and the final prospectus supplement and to the inclusion of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933.

 

  Very truly yours,
   
  /s/ Luse Gorman, PC
  LUSE GORMAN, PC